================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 _______________

                                   Form 10-QSB
                                 _______________


               Quarterly Report Pursuant to Section 13 of 15(d) of
                     The Securities and Exchange Act of 1934

                 For the quarterly period ended: March 31, 2006

                         Commission File Number: 0005468


                                 _______________

                          ANGELCITI ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its charter)
                                 _______________


                           ICHANCE INTERNATIONAL, INC.
                           (Former name of registrant)


                  Nevada                                  52-2043569
       State or other jurisdiction of                  (I.R.S. Employer
       Incorporation or organization)                 Identification No.)


             9000 Sheridan Street, Suite 7 Pembroke Pines, FL 33024
           (Address of Principal Executive Offices including zip code)

                                 (800) 908-9574
                           (Issuers Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period of that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.              Yes [X]     No [ ]

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the exchange Act after the distribution of
securities under a plan confirmed by a court.

         N/A

As of March 31, 2006, there were 9,606,985 shares of the Registrant's Common
Stock, par value $0.00025 per share, issued and outstanding.

Transitional Small Business Disclosure Format            Yes [ ]     No [X]

================================================================================


<PAGE>

                         PART I. FINANCIAL INFORMATION


Item 1.  Financial Statements


                          ANGELCITI ENTERTAINMENT, INC.
                                  BALANCE SHEET
                                 MARCH 31, 2006
                                   (UNAUDITED)

                                     ASSETS

CURRENT ASSETS
  Cash                                                              $    44,250
  Accounts Receivable - related party                                       100
  Prepaids and other currents assets                                        661
                                                                    -----------
TOTAL CURRENT ASSETS                                                     45,011
                                                                    -----------


OTHER ASSETS
  Investment - in non-marketable securities, at cost                    164,667
     related party

                                                                    -----------
TOTAL ASSETS                                                        $   209,678
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                  $   127,556
  Accounts payable - related party                                       11,704
                                                                    -----------
TOTAL CURRENT LIABILITIES                                               139,260
                                                                    -----------

STOCKHOLDERS' EQUITY
  Preferred stock, Series A, $0.001 par value, 50,000
      shares authorized, 20,000 issued and outstanding                       20
  Convertible preferred stock, Series B, $0.001 par value, 100,000
      shares authorized, none issued and outstanding                         --
  Common stock issuable $0.00025 par value, (205,000 shares at par)          51
  Common stock, $0.00025 par value, 300,000,000 shares authorized
      9,401,985 shares issued and outstanding                             2,350
  Additional paid in capital                                          6,275,873
  Accumulated deficit                                                (6,186,307)
                                                                    -----------
                                                                         91,987
                                                                    -----------
  Less:  Deferred Compensation                                          (21,569)
                                                                    -----------
TOTAL STOCKHOLDERS' EQUITY                                               70,418
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $   209,678
                                                                    ===========

                 See accompanying notes to financial statements.

                                       1

<PAGE>

                          ANGELCITI ENTERTAINMENT, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                 Three months ended March 31,
                                                     2006           2005
                                                 -----------    -----------

CASINO REVENUES, NET                             $   104,893    $   167,409
                                                 -----------    -----------

OPERATING EXPENSES
Amortization and Depreciation                          1,500          2,250
Affiliate Commission                                  12,722         33,599
Bad debts                                             21,645          8,391
Consulting                                            53,273         76,839
Royalty                                               20,000         32,185
Marketing                                                 --          6,000
Advertising                                               --         86,625
Legal & Professional fees                             41,155         33,803
Rent                                                   2,286          2,201
General and Administrative                            71,195        119,262
                                                 -----------    -----------
TOTAL OPERATING EXPENSES                             223,776        401,155
                                                 -----------    -----------

LOSS FROM OPERATIONS                                (118,883)      (233,746)
                                                 -----------    -----------

OTHER INCOME
Interest income                                          178             16
Other income                                           3,644          1,005
                                                 -----------    -----------
TOTAL OTHER INCOME                                     3,822          1,021
                                                 -----------    -----------

OTHER EXPENSE
Interest expense                                          --          4,696
Loss on sale of subsidiaries                          53,225             --
                                                 -----------    -----------
TOTAL OTHER EXPENSE                                   53,225          4,696
                                                 -----------    -----------

Total Other Income (Expense)                         (49,403)        (3,675)
                                                 -----------    -----------

NET LOSS                                         $  (168,286)   $  (237,421)
                                                 ===========    ===========

NET LOSS PER SHARE - BASIC AND DILUTED           $     (0.02)   $     (0.08)
                                                 ===========    ===========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
         during the period - basic and diluted     9,504,596      2,864,952
                                                 ===========    ===========





                 See accompanying notes to financial statements.

                                       2

<PAGE>

                          ANGELCITI ENTERTAINMENT, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        Three months ended March 31,
                                                                             2006         2005
                                                                          ---------    ---------
<S>                                                                       <C>          <C>
Cash Flows from Operating Activities:
Net loss                                                                  $(168,286)   $(237,421)
Adjustments to reconcile net loss to net cash used in
      operating activities:
Loss on sale of subsidiaries                                                 53,225           --
Depreciation                                                                     --        2,250
Bad debts                                                                        --        8,391
Amortization of stock based deferred expenses                                38,492       71,875
Changes in operating assets and liabilities:
(Increase) decrease in:
  Accounts receivable                                                        29,000       (9,525)
  Other receivable                                                              100           --
  Prepaid and other assets                                                    1,090       (2,392)
  Due from Affiliate                                                             --       26,439
Increase (decrease) in:
  Accounts payable                                                           48,371       (5,168)
  Accounts Payable, related party                                            (4,424)          --
  Accrued royalty payable                                                        --        1,864
  Accrued interest payable                                                       --        4,696
  Customer deposits and payouts due                                              --        1,089
  Payroll taxes payable                                                          --       (2,708)
  Accrued stock payable                                                          --       19,823
                                                                          ---------    ---------
NET CASH USED IN OPERATING ACTIVITIES                                        (2,432)    (120,787)
                                                                          ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash disbursed as part of  sale of subsidiaries                           (73,889)          --
                                                                          ---------    ---------
NET CASH USED IN INVESTING ACTIVITIES                                       (73,889)          --
                                                                          ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock, net of offering costs               1,875      117,629
  Proceeds of loan payable - related party                                       --      300,000
  Repayment of loan payable - related party                                    (199)     (66,501)
                                                                          ---------    ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                     1,676      351,128
                                                                          ---------    ---------
Net Increase in Cash                                                      $ (74,645)   $ 230,341

Cash at Beginning of Period                                                 118,895      166,440
                                                                          ---------    ---------

CASH AT END OF PERIOD                                                     $  44,250    $ 396,781
                                                                          =========    =========

Supplemental Disclosure of Cash Flow Information
Cash Paid for:
     Interest                                                             $      --    $      --
                                                                          =========    =========
     Taxes                                                                $      --    $      --
                                                                          =========    =========
Supplemental Disclosure of Non Cash Investing and Financing Activities:
     Dividend paid to AngelCiti shareholders of Midas common stock        $      --    $  50,038
                                                                          =========    =========
     Stock subscription receivable                                        $      --    $   5,000
                                                                          =========    =========
</TABLE>

                 See accompanying notes to financial statements.

                                       3

<PAGE>


                          ANGELCITI ENTERTAINMENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (UNAUDITED)


NOTE 1 BASIS OF PRESENTATION AND CHANGE IN NATURE OF OPERATIONS

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules and regulations of the United States Securities and Exchange
Commission for interim financial information. Accordingly, they do not include
all the information and footnotes necessary for a comprehensive presentation of
financial position and results of operations.

It is management's opinion, however, that all material adjustments (consisting
of normal recurring adjustments) have been made which are necessary for a fair
financial statement presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the year.

For further information, refer to the audited consolidated financial statements
and footnotes of the Company for the year ending December 31, 2005 included in
the Company's Form 10-KSB.

The Company discontinued its operations on February 23, 2006 through the sale of
its operating subsidiaries (see Note 8). The accompanying financial statements
are not presented in accordance with the accounting standards for presenting
discontinued operations as there was only one operating segment. The Company had
been, up until February 23, 2006, a software licensor and administered
software-based games of chance through the Internet. The Company used
state-of-the-art casino gaming and sports book software under a license
arrangement with a casino software development company. The Company launched its
internet gaming operations on May 2, 2002 and on February 23, 2006 signed a sale
agreement disposing of the sole operating business of Angelciti, the
SharkCasino. The operating results for the three months ended March 31, 2006
reflect the consolidated operations of Angelciti Entertainment, Inc. and
Subsidiaries through February 23, 2006, and from then on, operations are
presented solely based on Angelciti Entertainment, Inc.'s activity.

NOTE 2 GOING CONCERN

As reflected in the accompanying financial statements, the Company has a net
loss of $168,286 and net cash used in operations of $2,432 for the quarter ended
March 31, 2006 and an accumulated deficit of $6,186,307 at March 31, 2006. In
addition, in February 2006, the Company sold its operating subsidiary leaving it
with no operations or future revenues. The ability of the Company to continue as
a going concern is dependent on the Company's ability to consummate an
acquisition of one or more company's. The financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern.

NOTE 3  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) REVENUE RECOGNITION

Through February 23, 2006 (see Note 8) the Company followed the guidance of
Staff Accounting Bulletin No. 104 and the AICPA's guidance on revenue
recognition for casinos. Casino revenue is the net win from complete gaming
activities, which is the difference between gaming wins and losses.
Additionally, the value of promotional bonus dollars provided to customers is
netted with revenues.

The total amount wagered ("handle") was $4,495,644 and $12,426,180 for the three
months ended March 31, 2006 and 2005, respectively. The relationship of net
casino revenues to handle ("hold percentage") was 2.33% and 1.34% for the three
months ended March 31, 2006 and 2005, respectively.

                                       4
<PAGE>

                          ANGELCITI ENTERTAINMENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (UNAUDITED)


(B) NON-MARKETABLE SECURITIES

Certain securities that the Company may invest in can be determined to be
non-marketable. Non-marketable securities where the Company owns less than 20%
of the investee are accounted for at cost pursuant to APB No. 18, "The Equity
Method of Accounting for Investments in Common Stock" ("APB 18").

The Company periodically reviews its investments in non-marketable securities
and impairs any securities whose value is considered non-recoverable. There were
no impairment losses charged to operations during the three months ended March
31, 2006.

(C) CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentration of
credit risk consist principally of non-marketable securities.

The Company holds approximately 40,046,904 common shares of Midas Entertainment,
Inc.'s (traded on pink sheets) publicly traded common stock at March 31, 2006
having a cost basis of $164,667. All Midas shares are currently being treated as
non-marketable securities carried at cost. The investment in Midas securities
represents 100% of the Company's investments at March 31, 2006. (See Note 4)

NOTE 4 INVESTMENT IN NON-MARKETABKE SECURITIES, RELATED PARTY

Activity relating to our investment in Midas Entertainment, Inc. (see Note 7)
stock during the three months ended March 31, 2006 was as follows:



Shares held in Midas at December 31, 2005 (40,046,904 shares)      $  164,667
                                                                   ----------
Balance at March 31, 2006                                          $  164,667
                                                                   ==========


The composition of non-marketable securities at March 31, 2006 is as follows:


                          Cost         Fair Value     Unrealized Gain
                        ----------     -----------    ---------------
Common stock            $  164,667     $  164,667       $         --
                        ==========     ==========       ============



There was no investment income or expense for the three months ended March 31,
2006.

NOTE 5 EQUIPMENT

The equipment was recorded on the books of a subsidiary company. As a result of
the disposal of the subsidiary, there is no longer any fixed assets on
Angelciti's books. Depreciation expense for the three months ended March 31,
2006 and 2005 were $1,500 and $2,250, respectively.

                                       5
<PAGE>


                          ANGELCITI ENTERTAINMENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (UNAUDITED)


NOTE 6 STOCKHOLDERS' EQUITY

(A) COMMON STOCK ISSUANCES

During the quarter ended March 31, 2006, the company issued 150,000 of common
shares for net proceeds of $1,875. For the same period last year, the company
issued 174,800 shares for net proceeds of $122,626.

(B) STOCK OPTIONS

In May 2003, ("the Amendment Date") the Company entered into an amendment to its
software license agreement. Under the terms of the amendment, the 450,000
options in 2002 granted were reduced to 108,000 options (split adjusted) with a
fixed exercise price of $3.68 (split adjusted). The Amendment further defined
the initial public offering as the date at which the Company's stock became
publicly traded which was January 20, 2003. As a result of the Amendment, the
108,000 options became fully vested on the Amendment Date. There were 18,192 and
17,564 options exercised in 2003 and 2004, respectively, leaving 72,244 options
remaining at March 31, 2006.

The Company also granted an option to purchase $415,000 worth of common stock to
the software licensor. The exercise price is the lower of 50% of (a) the closing
price on the date which the Company undergoes an initial public offering or (b)
such closing price on each vesting date, with one-third of such options vesting
each on the 6th, 12th and 18th months following such initial public offering.
The options were fully vested with a fixed exercise price as of July 20, 2004.
None of these options have been exercised.

(C) OFFERING COSTS - REGULATION "S" STOCK

In order to raise capital, the company entered into a Regulation "S" purchase
agreement with a broker. Under the terms of the agreement, the Company initially
receives 100% of the gross sales proceeds from the Regulation "S" stock sales,
and then reimburses the broker 78% (65% in 2004) of the gross proceeds
reflecting sales commissions. The net effect is that the Company retains 22% of
the gross proceeds. In certain cases, the broker's commissions have been
adjusted to an amount different from the above stated formula. The amounts paid
as commissions are classified as offering costs and are offset directly against
the gross proceeds with a charge to additional paid in capital.

(D) DEFERRED COMPENSATION

On April 5, 2005, the Company entered into a business consulting agreement with
an unrelated third party to provide management services, public relations and
other general business consulting services. The term of the agreement is for one
year and expires April 5, 2006. The agreement provides compensation as follows:
the Company issued 109,000 shares of the Company's restricted common stock and
issued options to purchase 100,000 common shares with an exercise price of $1.25
per share with a term of five years to consultants. The value of the stock
provided was determined based on the quoted closing trading price on the grant
date. The shares had a value of $1.15 per share for a total of $125,350. In
addition, the options have a cashless exercise provision, and pursuant to
Black-Scholes, an option pricing method, the options had a value of $114,895
using the following assumptions: volatility of 295%, expected term of five
years, zero expected dividends, and a risk free interest rate of 4.15%. The
Company will record a consulting expense over the service period. At March 31,
2006, the Company recorded consulting expense of $38,492. The remaining $21,569
of deferred consulting is classified as a component of equity.

                                       6
<PAGE>

                          ANGELCITI ENTERTAINMENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (UNAUDITED)


NOTE 7 RELATED PARTY TRANSACTIONS

At March 31, 2006, the Company held 40,049,904 common shares of Midas
Entertainment, Inc., a Company controlled by the CEO of the Company. The
investment was valued at its original costs basis of $164,667. (see Note 4)

At March 31, 2006, the Company owed $11,704 in accounts payable to a Company
controlled by the CEO.

NOTE 8 DISCONTINED OPERATIONS

On February 23, 2006, the Company sold its two operating subsidiaries, Worldwide
Management, SA and First National Consulting, Inc., to Equivest Opportunity
Fund, the owner of the online gaming URL's whose operations the Company had
administered (the "Buyer"). The Company agreed to pay Equivest $25,000 for
acquiring these subsidiaries, absorbing and assuming their respective
liabilities, and indemnifying the Company against any and all liabilities
relating in any way whatsoever to and from the operations of said these two
subsidiaries. These subsidiaries have never operated at a profit. The
transaction effectively marked the Company's exit from the sublicensing of
on-line gaming software and administration of on-line gaming websites. The
$25,000 is accrued as a liability in the accompanying financial statements at
March 31, 2006. The Company recognized a loss on the sale of subsidiaries of
$53,225.
















                                       7
<PAGE>


Item 2.  Management's Discussion and Analysis or Plan of Operation.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION

RESULTS OF OPERATIONS

Overview

In January of 2003, we purchased all of the shares of Worldwide Management, SA
("Worldwide"). Worldwide commenced its operations in May of 2002 as a
wholly-owned subsidiary of another entity. Worldwide had become our sole
operating business, as our previously formulated business plan had been
abandoned and all previously conducted operations had been discontinued. In
February 2006, we sold our operating subsidiaries to an unrelated third party
entity. Financial results for the quarter ending March 31, 2005 reflect our
operations for a full three month period. Financial results for the quarter
ending March 31, 2006 reflect our operations from January 1, 2006 through
February 23, 2006.

As a subsidiary of the Company, Worldwide sublicensed and administered Internet
casino gaming software. It did not own on-line casinos. Its operating revenues
were generated solely from its administration of the on-line casino owned by
Equivest Opportunity Fund, an unrelated third party ("Equivest"), and the
sub-licensing of gaming software to Equivest. It received a fee from Equivest
based upon the revenue generated by the Equivest casino's on-line play. As
Worldwide's operating revenues were derived as a percentage of those earned by
Equivest's on-line casino and Worldwide's expenses include those attributable to
said casino, we have described them as casino revenues and expenses to provide a
better understanding of the factors affecting such revenues and expenses and the
manner in which they are earned or incurred.

On February 23, 2006, we sold our two operating subsidiaries, Worldwide
Management, SA and First National Consulting, Inc., to Equivest Opportunity
Fund, the owner of the online gaming URL's whose operations we had administered
(the "Buyer"). We agreed to pay Equivest $25,000 for acquiring these
subsidiaries, absorbing and assuming their respective liabilities, and
indemnifying us against any and all liabilities relating in any way whatsoever
to and from the operations of said these two subsidiaries. These subsidiaries
have never operated at a profit. The transaction effectively marked our exit
from the sublicensing of on-line gaming software and administration of on-line
gaming websites.

We are seeking other alternative business ventures. Towards this end, we are in
merger negotiations with Nurovysn Merger Corporation, a Nevada corporation
("Nurovysn"). Nurovysn is in the midst of acquiring the exclusive worldwide
license for purposes of marketing, selling and distributing a drug for diabetic
neuropathy and diabetic ulcers. Our obligation to consummate such a merger would
be conditioned upon Nurovysn's acquisition of such rights. The acquisition of
these rights would require the payment of significant license fees, which would
have to be raised in the future. Failure to make such payments could result in
the loss of any such licensing rights. We have not, as of the date of this
Report, entered into a definitive merger agreement with Nurovysn, nor do we

                                       8
<PAGE>

offer any assurance that we will ever do so. Moreover, we offer no assurance
that Nurovysn will acquire the marketing, selling and distribution rights with
respect to any drug in any particular jurisdiction, or raise sufficient capital
thereafter to retain these rights.

A full description of our operations can be found in our Annual Report on Form
10-KSB for the year ending December 31, 2005.

Financial Results

For the three month period ending March 31, 2006, we processed $4,495,644, in
gaming transactions or "handle", as contrasted with gaming transactions of
$12,426,180 for the same period of last year. Our net casino revenues also
decreased to $104,893 for the three month period ending March 31, 2006 from
$167,409, for the same period of last year. Our net gaming transactions, or
"handle", are separate and distinct from our revenues, are not reflected as
revenues in our financial statements and should not be confused with our
revenues. We believe that the decrease in gaming transactions and net casino
revenues were attributable to competition that we faced from on line poker play,
the adverse effects of U.S. governmental regulation on online gaming in general,
the attention that management had to devote to develop Midas and to pursue
synergistic acquisitions. The foregoing factors played a large part in our
decision to sell our operating entities and seek new opportunities.

We have never operated at a profit. Our loss from operations for the three month
period ending March 31, 2006 decreased to $118,883 from $233,746. The sale of
our operating subsidiaries in February 2006 resulted in our decreased operating
losses as contrasted to those suffered in the same quarter of 2005. While most
of our line item operating expenses decreased on a year to year basis, legal and
professional fees increased as a result of our efforts to sell our subsidiaries
and seek out new opportunities. We anticipate that our ongoing operating
expenses will be limited to those associated with our merger or acquisition of
one or more operating entities, our regulatory reporting requirements and
related expenses.

Government Regulation

Our revenues had been subject to certain uncertainties associated with, among
other things, the threat of potential regulation that could restrict or ban
online gaming by players residing in the United States or restrict a player's
ability to make payments to us through US companies or companies doing business
in the United States. An online casino's operations are generally subject to
applicable laws in the jurisdictions in which they offer services. We believe
that these regulations had a material effect on our operations. To help mitigate
these effects, we relocated our servers to the Kahnawake Reservation in Quebec,
Canada, where we felt the regulatory environment was more favorable to our
operations.

Some of the regulatory risks that we faced were as follows:

     o    Legislation would prohibit online casino gaming in the United States,
          where the vast majority of our players resided.

                                       9
<PAGE>


     o    Laws in the United States would be interpreted to criminalize the
          processing of online gaming transactions or the advertising and
          promotion of online gaming websites

     o    That regulation in certain jurisdictions would have created certain
          advantages for our competitors

     o    That regulations, taxes or other charges would be imposed on online
          commerce in general


LIQUIDITY AND CAPITAL RESOURCES

We have never operated at a profit. We have historically been forced to rely on
additional investment capital and loans to remain in business. Towards this end,
we raised net cash proceeds of $1,875 during the first calendar quarter of 2006,
net of commissions, pursuant to an ongoing Regulation S offering, during the
course of which we sold 150,000 shares of our restricted common stock.

As of March 31, 2006, we had cash of $44,250 and had working capital deficit of
$94,249 at that date. Our cash position and net working capital resulted from
funds raised pursuant to our ongoing Regulation S offering. As of March 31,
2006, we owned 40,046,904 common shares of Midas Entertainment, Inc. ("Midas").
These shares are traded on the NASDAQ Over-the-Counter Pink Sheets, but are
highly illiquid. No assurance is given that we will be able to sell Midas common
shares at favorable terms, or at all.

Our success will ultimately be dependent upon our ability to identify and close
a merger transaction with a suitable entity and/or acquire one or more suitable
operating businesses. Despite our involvement in such discussions, we cannot be
certain that we will successfully conclude such a transaction. If we cannot
generate sufficient cash flow from the sale of Midas shares or merge with or
acquire one or more profitable operating entities, we will be required to
curtail our operations.

We believe that we have sufficient cash on hand to remain in business over the
next three-month period. While we are hopeful that we can consummate our current
merger negotiations, we cannot be certain that we will be able to do so.


FUTURE EXPENDITURES

As we have discontinued our on-line gaming related activities, our future
capital expenditures and sales, research and expense expenditures, as well as
our future staffing requirements will depend upon the entity or entities that we
acquire or merge with and our ability to generate revenues or additional
investment capital if our revenues are not sufficient.



                                       10
<PAGE>


CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumption that have a significant impact on the results we report in our
financial statements. Some of our accounting policies require us to make
difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. Actual results may differ
from these estimates under different assumptions or conditions.

Valuation of Non-cash Capital Stock Issuances. We value our stock transactions
based upon the fair value of the equity instruments used in the particular
transaction, pursuant to the fair value accounting provisions of SFAS No. 123R.
Various methods can be used to determine the fair value of the equity
instrument. We may use the fair value, the quoted market price or the
contemporaneous cash sale price of the stock based consideration. Each of these
methods may produce a different result. We use the method that most
appropriately reflects the value of the transaction to us. If a difference
method was used it could impact the expense, deferred stock and equity stock
accounts.

Income Taxes. We continue to record a valuation allowance for the full amount of
deferred income taxes, which would otherwise be recorded for tax benefits
related to operating loss carryforwards, as realization of such deferred tax
assets cannot be determined to be more likely than not likely.

Valuation of Investment in Non-Marketable Securities. We have determined our
investment in Midas' common shares to be non-marketable and have accounted for
the same at cost pursuant to APB No. 18, "The Equity Method of Accounting for
Investments in Common Stock" ("APB 18"). While there is a trading market for
these shares, the trading market is quite thin and we may never be able to
liquidate all or a portion of these shares at suitable prices or at any price.
Our ability or inability to liquidate these shares could impact our current
assets and investment in non-marketable securities-related party-at cost
account.


OFF BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

Item 3. Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that
information required to be disclosed in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the specified time periods. As of the end of the period covered
by this Report, our Chief Executive Officer and Chief Financial Officer
evaluated the effectiveness of our disclosure controls and procedures and
internal control over financial reporting. Based on the evaluation, which
disclosed no significant deficiencies or material weaknesses, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures and internal controls over financial reporting are
effective and have been designed and are being operated in a manner that
provides reasonable assurance that the information required to be disclosed by
us in reports filed under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms. A system of controls, no matter how well designed
and operated, cannot provide absolute assurance that the objectives of the
systems of controls are met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within a
company have been detected. There were no changes in our disclosure controls and
procedures or internal control over financial reporting that occurred during the
quarter covered by this Report that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

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<PAGE>


                           PART II. OTHER INFORMATION


Item 1    Legal Proceedings

We are not subject to any legal proceedings.

Item 2.   Changes in Securities.

On February 10, 2003, we initiated a Regulation "S" offering to sell our common
shares. These Regulation S sales were effected through offshore brokers who
either purchased the shares at a discount or were paid a commission or other
concession. During the quarter ending March 31, 2006 we sold 150,000 common
shares pursuant to this offering, realizing net proceeds and subscriptions
receivable of $1,875 after the payment of commissions and other remuneration.
Shares sold pursuant to this Regulation S offering are described below:

On January 30, 2006, we issued 150,000 shares at an average price of
approximately $0.05 per share in connection with a Regulation "S" offering. The
shares were issued for gross proceeds of $7,500.

Item 3.   Defaults upon senior securities

         None

Item 4.   Submission of matters to a vote of security holders

         None

Item 5.   Other Information

         None

Item 6.   Exhibits and Reports on Form 8-K

         (a)      The following exhibits and financial statement schedules are
                  filed as exhibits to this Report:

                  1.       Financial Statements of the Registrant are included
                           under Part 1 Item 1, hereof.

                  2.       Financial Statement Schedules - None

                  3.       Exhibits:

Exhibit No.     Description
-----------     -------------
    3.1         Articles of Incorporation, as amended*
    3.2         Bylaws, as amended**
    4.1         Common Stock Certificate**
   14.1         Code of Ethics***
   21.1         Names of Subsidiaries*
   31.1         Rule 13a-14(a)/15d-14(a) Certification of George Guttierez
   32.1         Certification Pursuant to 18 U.S.C Section 1350as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

------------

*      Incorporated by reference to our Form 10-KSB filed with the U.S.
       Securities and Exchange Commission on April 5, 2005.
**     Incorporated by reference to our Form 10-SB12G filed with the U.S.
       Securities and Exchange Commission on April 4, 2000
***    Incorporated by reference to our Form 8-K filed on February 18, 2005.

         (b)      Reports on Form 8-K Incorporated by reference.

                  Form 8-K filed on February 28, 2006
                  Form 8-K filed on March 3, 2006

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<PAGE>


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report as amended to be signed on its behalf by the
undersigned, thereunto duly authorized.


Date:  May 12, 2006                  By: /s/ George Gutierrez
                                         ---------------------------------------
                                        George Gutierrez, CEO and President

In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.


Date:  May 12, 2006                  By: /s/ George Gutierrez
                                         ---------------------------------------
                                         George Gutierrez, CEO, CFO and Director

Date:  May 12, 2006                  By:  /s/ Grace Bustamente
                                         ---------------------------------------
                                         Grace Bustamente, Director




















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